SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
NMR of America, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of class of securities)
629230 10 3
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(CUSIP number)
Joseph G. Dasti
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c/o NMR of America, Inc.
430 Mountain Avenue
Murray Hill, New Jersey 07974
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(Name, address and telephone number of person
authorized to receive notices and communications)
April 24, 1996
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
(Continued on following pages)
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
Joseph G. Dasti
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a)[X]
(b)[ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
PF;OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7. SOLE VOTING POWER
SHARES OWNED
BY EACH 392,357
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REPORTING 8. SHARED VOTING POWER
PERSON WITH
266,821
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9. SOLE DISPOSITIVE POWER
392,357
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
659,178
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
10%
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14. TYPE OF REPORTING PERSON
IN
================================================================================
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
John P. O'Malley III
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
PF;OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7. SOLE VOTING POWER
SHARES OWNED
BY EACH 87,795
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REPORTING 8. SHARED VOTING POWER
PERSON WITH
266,821
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9. SOLE DISPOSITIVE POWER
87,795
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
354,616
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
5%
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14. TYPE OF REPORTING PERSON
IN
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This Amendment No. 1 to Schedule 13D relates to the Schedule 13D filed
September 15, 1995 ("Original Schedule 13D") by Joseph G. Dasti and John P.
O'Malley III (the "Reporting Persons") with respect to the beneficial ownership
of shares of common stock, par value $.01 per share ("Common Stock"), of NMR of
America, Inc. (the "Company"). The Original Schedule 13D discloses 449,121
shares of Common Stock beneficially owned by the Reporting Persons as a group
pursuant to an irrevocable proxy, dated September 15, 1995, executed by J. Mark
Strong (the "Strong Proxy") in favor of the Reporting Persons (which Strong
Proxy was filed as an amendment to the Original Schedule 13D). The Strong Proxy
provides that the Reporting Persons have a right to vote the 449,121 shares of
Common Stock in the event of a contested election of directors of the Company.
This Amendment is being filed as a result of (i) an Amendment to Schedule 13D
dated April 24, 1996 filed by Mr. Strong (the "Strong 13D Amendment") in which
Mr. Strong reported a reduction in his beneficial ownership of Common Stock to
266,821 shares of Common Stock and (ii) certain transactions by each of the
Reporting Persons involving the Common Stock held by such Persons (as described
below in Item 5).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
a. Mr. Joseph G. Dasti
Mr. Joseph G. Dasti is the beneficial owner of 659,178 shares of Common
Stock, including 392,357 shares as to which Mr. Dasti is sole beneficial owner
(as described below) and 266,821 shares of Common Stock subject to the Strong
Proxy as to which Mr. Dasti and Mr. O'Malley as a group are beneficial owners.
The Original Schedule 13D stated that Mr. Dasti was the beneficial owner of
449,121 shares of Common Stock pursuant to the Strong Proxy. The Strong 13D
Amendment indicates that as a result of certain sales of Common Stock by Mr.
Strong, the number of shares of Common Stock held by Mr. Strong and subject to
the Strong Proxy as of April 24, 1996 had been reduced to 266,821. Mr. Dasti's
beneficial ownership of shares of Common Stock subject to the Strong Proxy has
therefore been reduced from 449,121 shares to 266,821 shares.
In addition, the Original Schedule 13D disclosed that Mr. Dasti was sole
beneficial owner of 559,513 shares of Common Stock. As of the date hereof, Mr.
Dasti is sole beneficial owner of 392,357 shares of Common Stock as a result of:
(i) a transfer to the Company on April 9, 1996 of a warrant to
purchase 100,000 shares of Common Stock at a purchase price of
$7.63 per share through March 12, 2002;
(ii) a transfer to the Company on April 9, 1996 of a warrant to
purchase 100,000 shares of Common Stock at a purchase price of
$10.00 per share through March 12, 2002;
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(iii) 124,700 shares held beneficially and of record by Mr. Dasti, a
reduction of 10,000 shares from the 134,700 shares reported to be
held beneficially and of record by Mr. Dasti in the Original
Schedule 13D, which reflects (x) an increase of 10,000 shares as
a result of the grant of a restricted stock award to Mr. Dasti on
September 18, 1995 and (y) a subsequent decrease of 20,000 shares
pursuant to the transfer of 20,000 shares as a gift to the
Company on September 29, 1995;
(iv) the vesting of an additional 12,500 shares for a total of 50,000
shares of Common Stock issuable pursuant to a stock option
exercisable at $6.38 per share through December 18, 2001;
(v) the vesting of an additional 25,000 shares for a total of 50,000
shares of Common Stock issuable pursuant to a stock option
exercisable at $2.88 per share through March 14, 2004;
(vi) 30,000 shares issuable pursuant to a warrant exercisable at $3.92
per share through May 18, 1999;
(vii) 75,000 shares issuable pursuant to a warrant exercisable at
$3.00 per share through November 5, 1998;
(viii) 50,000 shares issuable pursuant to a warrant exercisable at
$6.38 per share through December 18, 2001; and
(ix) 12,657 shares of Common Stock owned through the Company's 401(k)
Plan.
b. Mr. John P. O'Malley III
Mr. John P. O'Malley III is the beneficial owner of 354,616 shares of
Common Stock, including 87,795 shares as to which Mr. O'Malley is sole
beneficial owner (as described below) and 266,821 shares of Common Stock subject
to the Strong Proxy as to which Mr. O'Malley and Mr. Dasti as a group are
beneficial owners. The Original Schedule 13D stated that Mr. O'Malley was the
beneficial owner of 449,121 shares of Common Stock pursuant to the Strong Proxy.
The Strong 13D Amendment indicates that as a result of certain sales of Common
Stock by Mr. Strong, the number of shares of Common Stock held by Mr. Strong and
subject to the Strong Proxy as of April 24, 1996 had been reduced to 266,821.
Mr. O'Malley's beneficial ownership of shares subject to the Strong Proxy has
therefore been reduced from 449,121 shares to 266,821 shares.
In addition, the Original Schedule 13D stated that Mr. O'Malley was sole
beneficial owner of 48,626 shares of Common Stock. As of the date hereof, Mr.
O'Malley is sole beneficial owner of 87,795 shares of Common Stock as a result
of:
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(i) 20,000 shares held beneficially and of record by Mr. O'Malley, an
increase of 10,000 shares from the 10,000 shares reported to be
held beneficially and of record by Mr. O'Malley in the Original
Schedule 13D, which reflects the grant of a restricted stock
award for 10,000 shares to Mr. O'Malley on September 18, 1995;
(ii) 6,545 shares owned through the Company's 401(k) Plan;
(iii) the vesting of an additional 15,000 shares for a total of 30,000
shares issuable pursuant to a stock option exercisable at $2.88
per share through March 14, 2004;
(iv) the vesting of an additional 10,000 shares for a total of 20,000
shares issuable pursuant to a stock option exercisable at $2.31
per share through August 4, 2003; and
(v) 11,250 shares issuable pursuant to a stock option exercisable at
$2.75 per share through December 16, 2002.
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, correct and
complete.
Date: August 15, 1996
/s/ JOSEPH G. DASTI
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Joseph G. Dasti
/s/ JOHN P. O'MALLEY III
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John P. O'Malley III
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